MAPLE AMALGAMATED SDN BHD & ANOR v. BANK PERTANIAN MALAYSIA BHD [2021] 8 CLJ 409
FEDERAL COURT, PUTRAJAYA
TENGKU MAIMUN TUAN MAT CJ; ROHANA YUSUF PCA; MOHD ZAWAWI SALLEH FCJ; ZABARIAH MOHD YUSOF FCJ; HASNAH MOHAMMED HASHIM FCJ
[CIVIL APPEAL NO: 02(f)-54-09-2020(A)]
23 JULY 2021
An agreement for the sale and purchase of an estate land by way of asset sale and purchase agreements pursuant to a Bai Bithamin Ajil financing is not in breach of s. 214A of the National Land Code; it remains so even if no prior approval has been obtained from the Estate Land Board. Taking heed of this court's decision in Gula Perak Berhad v. Datuk Lim Sue Beng & Other Appeals, and reading s. 214A NLC strictly while giving it and its subsections their natural and ordinary meaning in the context of the provisions' object and purpose, it is clear that a Bai Bithamin Ajil financing scheme is not caught by the words 'transfer, convey or dispose of' in s. 214A. The words 'transfer, convey or dispose of', being analogous, should have their meaning confined to Parliament's intention to prevent dispossession of land whether in law or equity. They were only meant to cater to a comprehensively narrow intent of preventing actual or outright transfers and fragmentation. Reading the law this way accords with commercial realities, avoids contravening any law and favours commercial transactions such as the one transacted in this case.
LAND LAW
Agreement - Unconditional agreement - Estate land - Parties entered into sale and purchase agreement - Bai bithamin ajil financing - No prior approval obtained from Estate Land Board before entering into agreements - Whether transfer of estate land could only be done with approval of Estate Land Board - Whether there was intention to 'transfer, convey or dispose of' land - Whether unconditional agreement in breach of s. 214A of National Land Code
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